John Pulomena
About John Pulomena
Independent director since 2018 (age 69), serving a term through 2028. County Administrator of Middlesex County, NJ for the past 14 years, overseeing a ~$500 million budget and ~2,000 employees; previously 22 years at AT&T including 5 years at Bell Labs and roles in marketing/sales, government affairs, financial controller, and Director of Customer Network Operations Centers. Education: B.S. in Computer Science (minor in Mathematics), City University of New York. Independence affirmed under Nasdaq standards; no familial relationships with executives/directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Middlesex County, NJ | County Administrator | Past 14 years (as of 2025) | Manages ~$500M budget and ~2,000 employees; leads strategic planning, infrastructure investment, and key programs for ~825,000 residents |
| AT&T Bell Laboratories | Software Development | 5 years | Technical development experience |
| AT&T (corporate) | Marketing & Sales; Government Affairs; Financial Controller; Director, Customer Network Operations Centers | 17 years | Financial and operational leadership across customer network operations |
| Middlesex County | Freeholder | 10 years | County legislative/executive experience |
| Borough of South Plainfield | Council President | 9 years | Municipal leadership |
| Middlesex County Planning Board | Chairman | 5 years | Land use and planning oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | — | — | No other public company directorships disclosed in the proxy biography |
Board Governance
- Independence: Independent director; Board determined all directors except Blake, Coughlin, Shriner, Widmer are independent .
- Committees: Audit Committee Vice Chair; Nominating & Corporate Governance Committee member .
- Attendance: Board met 14 times in 2024; all directors except Mr. DiDomenico attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non‑management directors meet periodically in executive session .
- Risk oversight: Full Board forms ALCO‑ERM; committee charters reviewed annually; cybersecurity oversight aligned with NIST CSF 2.0 and FDIC expectations .
| Committee | Role | Meetings Held (FY2024) |
|---|---|---|
| Audit | Vice Chair | 8 meetings |
| Nominating & Corporate Governance | Member | 12 meetings |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Bank) | $25,000 | Non‑employee director cash retainer |
| Annual retainer (Company) | $10,000 | Non‑employee director cash retainer |
| Committee meeting fee | $300 per meeting | Standard committee fees |
| ALCO & Audit meeting fee | $500 per meeting | Higher fee for ALCO and Audit |
| Fees earned by J. Pulomena (FY2024) | $52,500 | Total cash compensation paid |
- Deferred compensation: Directors may defer Board fees under the 2023 Deferred Plan; no deferred comp earnings reported for Pulomena in FY2024 .
Performance Compensation
| Component | FY2024 Grant | Vesting | Notes |
|---|---|---|---|
| Restricted stock awards (FY2024) | None | — | No director equity awards granted in FY2024 |
| Unvested restricted stock (12/31/2024) | 4,350 shares | Not disclosed | Unvested director shares under Equity Incentive Plan |
| Unvested restricted stock (Record Date 3/5/2025) | 9,040 shares | Not disclosed | Included in beneficial ownership disclosure |
| Option awards (FY2024) | None | — | No director options granted in FY2024 |
Hedging and pledging prohibited for directors and employees; equity awards administered under shareholder‑approved plans .
Other Directorships & Interlocks
| Company/Organization | Board Type | Role | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | Public company | — | No public company directorships or interlocks disclosed |
Expertise & Qualifications
- Government and operations: Deep budgetary and operational leadership (County Administrator for 14 years; ~$500M budget, ~2,000 employees) .
- Telecom and technology: AT&T Bell Labs software; corporate network operations leadership; financial controller experience .
- Civic governance: Freeholder (10 years), Council President (9 years), Planning Board Chair (5 years) .
- Education: B.S. Computer Science (minor Mathematics), City University of New York .
Equity Ownership
| Metric | Amount | Details |
|---|---|---|
| Total beneficial ownership (as of 3/5/2025) | 57,150 shares | Includes options exercisable within 60 days and certain unvested RS |
| Ownership % of shares outstanding | <1% | Marked “*” (less than 1%) vs. 17,162,627 shares outstanding |
| Options exercisable within 60 days | 36,050 shares | Included in beneficial ownership |
| Unvested restricted stock (Record Date) | 9,040 shares | Sole voting power, no dispositive power |
| Shares with sole voting & dispositive power | 21,100 shares | Excludes unvested RS where he lacks dispositive power |
| Shares pledged as collateral | Prohibited | Company policy prohibits pledging; no exceptions disclosed |
Governance Assessment
- Strengths: Independent status; Audit Committee Vice Chair and Nominating Committee member signal active governance engagement. Combined committee activity (Audit 8; Nominating 12) and attendance threshold policy (≥80% expected) support board effectiveness; Pulomena met at least the 75% level in 2024 and attended the annual meeting, indicating engagement .
- Alignment: Modest cash fees ($52,500 in 2024), no new director equity grants, but meaningful beneficial ownership with options and unvested RS fosters alignment; hedging/pledging prohibitions reduce misalignment risk .
- Conflicts: No related‑party transactions disclosed involving Pulomena. Board‑level RPTs exist (leased properties tied to other directors), which are reviewed under company policy and may present an optics risk, but not Pulomena‑specific; his audit leadership role provides oversight over such matters .
- Investor confidence signals: Say‑on‑Pay approval was ~92.7% in 2024 (supportive), while 2024 net income declined 36.8% YoY, elevating the importance of audit oversight and disciplined compensation governance going forward .
Section 16 Compliance and Insider Activity
- Delinquent Section 16(a) reports in 2024 were noted for French, Bielan, and Chaudhry; no late filings were attributed to Pulomena in the proxy disclosure .